As filed with the Securities and Exchange Commission on May 16, 2000
Registration Statement No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________________
Gables Residential Trust
(Exact name of Registrant as specified in its charter)
Maryland 58-2077868
(State of incorporation) (I.R.S. Employer Identification Number)
2859 Paces Ferry Road
Overlook III, Suite 1450
Atlanta, Georgia 30339
(404) 436-4600
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
GABLES RESIDENTIAL TRUST
Fourth Amended and Restated 1994 Share Option and Incentive Plan
(Full Title of the Plan)
____________________________
CHRIS D. WHEELER
Chairman of the Board of Trustees, President and Chief Executive Officer
GABLES RESIDENTIAL TRUST
2859 Paces Ferry Road
Overlook III, Suite 1450
Atlanta, Georgia 30339
(770) 436-4600
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
____________________________
With copies to:
Gilbert G. Menna, P.C.
Ettore A. Santucci, P.C.
GOODWIN, PROCTER & HOAR
Exchange Place
53 State Street
Boston, Massachusetts 02109-2881
(617) 570-1000
_____________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Securities Amount to be Proposed Maximum Offering Proposed Maximum Aggregate Amount of
Being Registered Registered (1) Price Per Share Offering Price Registration Fee
- ------------------- -------------- ------------------------- -------------------------- ----------------
<S> <C> <C> <C> <C>
Common Shares of 1,132,895 shares $24.4375(2) $27,685,122 $7,309
Beneficial Interest
<FN>
(1) Plus such additional number of shares as may be required pursuant to the
Fourth Amended and Restated 1994 Share Option and Incentive Plan in the
event of a stock dividend, reverse stock split, split-up, recapitalization
or other similar event. This Registration Statement relates to shares
currently available under the Registrant's Fourth Amended and Restated 1994
Share Option and Incentive Plan.
(2) This estimate is based on the average of the high and low sales prices on
the New York Stock Exchange of the Common Shares of Beneficial Interest of
Gables Residential Trust on May 11, 2000, pursuant to Rule 457(c) and
(h)under the Securities Act, solely for purposes of determining the
registration fee.
</FN>
</TABLE>
<PAGE>
Page 1
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
------------------------------------------------
Pursuant to General Instruction E of Form S-8, Gables Residential Trust
(the "Registrant") hereby incorporates by reference the contents of the
Registrant's Registration Statement on Form S-8 (No. 33-83054) as previously
filed with the Securities and Exchange Commission on August 18, 1994 (the
"Original Registration Statement"). This Registration Statement is being filed
to register an additional 1,132,895 shares of the Registrant's Common Stock
currently available under the Registrant's Fourth Amended and Restated 1994
Stock Option and Incentive Plan.
Item 8. Exhibits.
---------
The following is a complete list of exhibits filed or incorporated by
reference as part of this registration statement:
Exhibits
- --------
*4.1 Gables Residential Trust Fourth Amended and Restated 1994 Share Option and
Incentive Plan
5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the securities
being registered
23.1 Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP, Independent Public Accountants
24.1 Powers of Attorney (included on the signature page of this registration
statement)
_____________________
* Incorporated by reference to Exhibit 10.9 to the Registrant's Annual Report
on Form 10-K for the fiscal year ended December 31, 1998.
<PAGE>
Page 2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Atlanta, Georgia on May 16, 2000.
GABLES RESIDENTIAL TRUST
By: /s/ Chris D. Wheeler
---------------------------------
Chris D. Wheeler
Chairman of the Board of Trustees,
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and
trustees of Gables Residential Trust hereby severally constitute Chris D.
Wheeler and Marvin R. Banks, Jr., and each of them singly, our true and lawful
attorneys with full power to them, and each of them singly, to sign for us and
in our names in the capacities indicated below, the Registration Statement filed
herewith and any and all amendments to said Registration Statement, and
generally to do all such things in our names and in our capacities as officers
and trustees to enable Gables Residential Trust to comply with the provisions of
the Securities Act of 1933 and all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming our signatures as they may be signed
by our said attorneys, or any of them, to said Registration Statement and any
and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Capacity Date
--------- -------- ----
<S> <C> <C>
/s/ Chris D. Wheeler Chairman of the Board of Trustees, May 16, 2000
--------------------- President and Chief Executive Officer
Chris D. Wheeler (Principal Executive Officer)
/s/ Marvin R. Banks, Jr. Senior Vice President and May 16, 2000
------------------------ Chief Financial Officer
Marvin R. Banks, Jr. (Principal Financial Officer)
/s/ Dawn H. Severt Vice President and
------------------ Chief Accounting Officer May 16, 2000
Dawn H. Severt (Principal Accounting Officer)
/s/ Marcus E. Bromley Trustee May 16, 2000
---------------------
Marcus E. Bromley
Trustee May 16, 2000
--------------------
David M. Holland
Trustee May 16, 2000
----------------------
Lauralee E. Martin
/s/ John W. McIntyre Trustee May 16, 2000
--------------------
John W. McIntyre
/s/ Mike E. Miles Trustee May 16, 2000
-----------------
Mike E. Miles
/s/ James D. Motta Trustee May 16, 2000
------------------
James D. Motta
<PAGE>
Page 3
/s/ D. Raymond Riddle Trustee May 16, 2000
---------------------
D. Raymond Riddle
/s/ John T. Rippel Trustee May 16, 2000
------------------
John T. Rippel
</TABLE>
<PAGE>
Page 4
EXHIBIT INDEX
Exhibit
No. Description
- ------- -----------
*4.1 Gables Residential Trust Fourth Amended and Restated 1994 Share Option
and Incentive Plan
5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
securities being registered
23.1 Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP, Independent Public Accountants
24.1 Powers of Attorney (included on the signature page of this
registration statement)
* Incorporated by reference to Exhibit 10.9 to the Registrant's Annual Report
on Form 10-K for the fiscal year ended December 31, 1998.
May 16, 2000
Gables Residential Trust
2859 Paces Ferry Road
Overlook III, Suite 1450
Atlanta, Georgia 30339
Ladies and Gentlemen:
This opinion is furnished in connection with the registration, pursuant to
the Securities Act of 1933, as amended (the "Securities Act"), of 1,132,895
common shares of beneficial interest, par value $.01 per share (the "Shares"),
of Gables Residential Trust, a Maryland real estate investment trust (the
"Company").
In connection with rendering this opinion, we have examined the Amended and
Restated Declaration of Trust, as amended to date, the Second Amended and
Restated Bylaws of the Company, as amended to date, such records of the
corporate proceedings of the Company as we deemed material, a registration
statement on Form S-8 under the Securities Act relating to the Shares (the
"Registration Statement"), the Gables Residential Trust Fourth Amended and
Restated 1994 Share Option and Incentive Plan, as amended (the "Plan"), and such
other certificates, receipts, records and documents as we considered necessary
for the purposes of this opinion. In our examination, we have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as certified photostatic or
facsimile copies, the authenticity of the originals of such copies and the
authenticity of telephonic confirmations of public officials and others. As to
facts material to our opinion, we have relied upon certificates or telephonic
confirmations of public officials and certificates, documents, statements and
other information of the Company or representatives or officers thereof.
We are attorneys admitted to practice in the Commonwealth of Massachusetts.
We express no opinion concerning the laws of any jurisdictions other than the
laws of the United States of America, the Commonwealth of Massachusetts and the
Maryland General Corporation Law.
Based upon the foregoing, we are of the opinion that when the Shares have
been issued and paid for in accordance with the terms of the Plan, the Shares
will be legally issued, fully paid and nonassessable common shares of beneficial
interest, par value $.01 per share, of the Company.
The foregoing assumes that all requisite steps will be taken to comply with
the requirements of the Securities Act and applicable requirements of state laws
regulating the offer and sale of securities.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Goodwin, Procter & Hoar, LLP
- --------------------------------
GOODWIN, PROCTER & HOAR, LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our reports dated March 3, 2000
included (or incorporated by reference) in Gables Residential Trust's Form 10-K
for the year ended December 31, 1999 and to all references to our Firm included
in this registration statement.
/s/ Arthur Andersen LLP
-----------------------
ARTHUR ANDERSEN LLP
Atlanta, Georgia
May 15, 2000
